Integrated Wellness SEC Filings

Integrated Wellness Acquisition Corp reported a Q3 2025 net loss of $302,631, with a nine‑month 2025 net loss of $619,485. The SPAC held $15,044,640 of restricted cash and cash in its trust account as of September 30, 2025, supporting 1,185,481 Class A shares subject to redemption, while Class B shareholders bore accumulated deficits of $12,694,435.

Current liabilities totaled $8,671,752, including a $3,676,223 promissory note to Suntone and $1,790,000 in related‑party promissory notes, driving a working capital deficit of about $8.7M and raising substantial doubt about the company’s ability to continue as a going concern. The company has repeatedly extended its deadline to complete a business combination, now to December 15, 2025, after significant share redemptions that reduced the trust from an initial $117.3M to around $15.0M.

Integrated Wellness has an amended business combination agreement with Btab Ecommerce Group, Inc., targeting an implied equity value of $250,000,000 to be paid in 25,000,000 Pubco shares valued at $10.00 each. After the NYSE commenced delisting proceedings in December 2024, the company’s units, Class A shares and warrants now trade on the OTC Markets under the symbols WELUF, WELNF and WELWF.

Integrated Wellness Acquisition Corp., a Cayman Islands SPAC trading on OTC Markets, is asking shareholders to approve several charter changes at a December 12, 2025 extraordinary general meeting. The key proposal would extend the deadline to complete its initial business combination from December 15, 2025 to March 16, 2026, giving more time to close the planned merger with Btab Ecommerce Group or another deal. A related proposal would let the board choose to wind up and redeem all public shares at any time before the end of this extension period, and another would remove the current requirement to maintain at least $5,000,001 of net tangible assets when redeeming shares, allowing redemptions even if this threshold is breached. Shareholders will also vote on ratifying BDO USA, LLP as auditor and on a possible meeting adjournment. Public holders may elect to redeem their Class A shares for cash based on trust account funds, illustrated as approximately $12.78 per share on $15.15 million as of November 3, 2025, compared with a $12.55 market price on that date.

Integrated Wellness Acquisition Corp filed a notice that it will submit its Form 10-Q for the quarter ended September 30, 2025 after the deadline, relying on a short extension because it needs more time to finalize its financial statements.

The company expects to report a net loss of $302,631 for the three months ended September 30, 2025 and a net loss of $619,485 for the nine-month period. For the same three- and nine-month periods in 2024, net losses were $24,472 and $139,980. Across both years, results reflect formation and operating costs, accounting and legal expenses, insurance, and related-party administrative expenses, partially offset by interest earned on cash held in the trust account.

Integrated Wellness Acquisition Corp received a Schedule 13G/A (Amendment No. 1) from Harraden Circle entities and Frederick V. Fortmiller, Jr. reporting 0 shares of Class A Common Stock beneficially owned, representing 0% of the class. The filing relates to an event dated 09/30/2025 and identifies the security by CUSIP G4828B100.

The reporting persons include Harraden Circle Investments, LLC and affiliated funds, with Mr. Fortmiller as managing member. They certify the securities were not acquired or held to change or influence control. This update indicates no current beneficial ownership under Section 13 rules.

Integrated Wellness Acquisition Corp received a Schedule 13G reporting significant holdings by two investment advisers. Westchester Capital Management, LLC reported beneficial ownership of 108,293 Class A ordinary shares, representing 9.13% of the class, with 35,954 shares under sole voting and dispositive power and 72,339 under shared voting and dispositive power. Virtus Investment Advisers, LLC reported 72,339 shares, or 6.10%, with shared voting and dispositive power over those shares.

Percentages are based on 1,185,481 shares outstanding as of September 5, 2025, as reported in the issuer’s Form 10-Q. The filing states the securities were acquired and are held in the ordinary course and not for the purpose of changing or influencing control. The date of event was September 30, 2025.

Integrated Wellness Acquisition Corp (IWAC) seeks shareholder approval to domesticate to Delaware and complete a two‑step merger with Btab Ecommerce via IWAC Holding Company Inc. (Pubco). The deal values Btab at $250,000,000 to be paid in stock: 25,000,000 new Pubco shares, including 24,900,000 Class A and 100,000 Class V shares.

Class V carries 1,000 votes per share, resulting in Pubco qualifying as a Nasdaq “controlled company,” with Binson Lau holding more than 50% of total voting power. IWAC securities convert one‑for‑one into equivalent Pubco instruments at the purchaser merger effective time. A fairness opinion dated May 29, 2024, found the $250,000,000 equity value fair from a financial point of view to IWAC shareholders.

The Extraordinary General Meeting is set for December 8, 2025, to vote on the business combination and related proposals, including domestication, charter and bylaws, an omnibus incentive plan, and director elections. Public shareholders may redeem shares; for illustration, the per‑share redemption amount was $12.78 as of November 3, 2025. Sponsors collectively held about 70.8% of outstanding shares on the record date and intend to vote in favor.

Wolverine Asset Management LLC and related entities report joint ownership of 88,000 Class A ordinary shares of Integrated Wellness Acquisition Corp, representing 7.42% of the outstanding Class A shares. The filing identifies Wolverine Asset Management, Wolverine Holdings, Wolverine Trading Partners, and individuals Christopher L. Gust and Robert R. Bellick as reporting persons with shared voting and dispositive power over the 88,000 shares.

The percentage was calculated using 1,185,481 Class A shares outstanding as of September 5, 2025. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing control. Wolverine Flagship Fund Trading Limited is disclosed as having the right to receive dividends or sale proceeds related to these shares.